LETTER OF OFFER - Securities and Exchange Board of India

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y the Acquirer/ PACs before remitting the consideration. The Acquirer/ PACs will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Lower Rate. (f) In case the NOC or Certificate for Deduction of Tax at Lower Rate is not submitted, the Acquirer/ PACs will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs under the Income Tax Act on the entire consideration payable as interest to such Shareholder. (g) All FIIs shall submit their PAN for income tax purposes. In case PAN is not submitted or is invalid or does not belong to the Shareholder, Acquirer/PACs will arrange to deduct tax at the rate of 20% (as provided in section 206-AA of the Income Tax Act) or the rate, as may be applicable to the category of the Shareholder under the Income Tax Act, whichever is higher. (h) Treaty Benefits: Any FII claiming benefit under any DTAA between India and any other foreign country should furnish a “Tax Residence Certificate” provided to it by the income tax authority of such other foreign country of which it claims to be a tax resident. In the absence of such Tax Residence Certificate, the Acquirer/ PACs will arrange to deduct tax in accordance with the provisions of the Income Tax Act and without having regard to provisions of any DTAA. IV. Tax Implications in case of resident shareholders (a) For interest payments by the Acquirer/ PACs for delay in payment of Open Offer Price, if any, all resident shareholders will be required to submit a NOC or Certificate for Deduction of Tax at Lower Rate from the income tax authorities under the Income Tax Act, indicating the amount of tax to be deducted by the Acquirer/ PACs before remitting the consideration. The Acquirer/PACs will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Lower Rate. (b) In case the NOC or Certificate for Deduction of Tax at Lower Rate is not submitted, the Acquirer/ PACs will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Shareholder belongs under the Income Tax Act on the entire consideration payable as interest to such Shareholder. (c) All resident Shareholders shall submit their PAN for income tax purposes. In case the PAN is not submitted or is invalid or does not belong to the Shareholder, Acquirer/PACs will arrange to deduct tax at the rate of 20% (as provided in section 206-AA of the Income Tax Act) or the rate, as may be applicable to the category of the Shareholder under the Income Tax Act, whichever is higher. (d) Notwithstanding anything contained in clause (a) to (c) above, no deduction of tax shall be made at source by the Acquirer/ PACs where the total amount of interest payable to a resident Shareholder does not exceed INR 5,000 or where a self declaration in Form 15G or Form 15H (as provided in the Income Tax Rules, 1962), as may be applicable, has been furnished by a resident Shareholder. The self declaration in Form 15G and Form 15H will not be regarded as valid unless the resident Shareholder furnished its PAN in such declaration. V. Tax Implications in foreign jurisdictions (a) Apart from the above, the Acquirer/ PACs are entitled to withhold tax in accordance with the tax laws applicable in overseas jurisdictions where the non-resident Shareholder is a resident for tax purposes (“Overseas Tax”). For this purpose, the non-resident Shareholder shall furnish a self declaration stating the quantum of the Overseas Tax to be withheld as per the relevant tax laws of the country in which the non-resident Shareholder is a tax resident, and the Acquirer/ PACs will be entitled to rely on this representation at their sole discretion. (b) Notwithstanding the details given above, all payments will be made to Shareholders subject to compliance with prevailing tax laws. (c) The tax deducted by the Acquirer/ PACs while making payment to a Shareholder may not be the final tax liability of such Shareholder and shall in no way discharge the obligation of the Shareholder to appropriately disclose the amounts received by it, pursuant to this Open Offer, before the income tax authorities. 44
(d) Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Open Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. (e) The Acquirer, the PACs and the Manager do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth herein above. 45
Page 1 and 2: LETTER OF OFFER THIS DOCUMENT IS IM
Page 3 and 4: B. Relating to the Acquirer and the
Page 5 and 6: and the PACs, in accordance with Re
Page 7 and 8: Tendering Period Monday, March 19,
Page 9 and 10: to certain conditions, certain shar
Page 11 and 12: (“Open Offer Price”) comprising
Page 13 and 14: 3.4. The Acquirer has been listed o
Page 15 and 16: S. No. Name Date of Appointment Qua
Page 17 and 18: As at and for the 12 month period e
Page 19 and 20: 2. Clay Kiefaber 3. A. Lynne Pucket
Page 21 and 22: 13 8(1) 21.04.2007 06.04.2007 - Com
Page 23 and 24: As at and for the 12 month period e
Page 25 and 26: 28 7(1A) & (2) 17.10.2007 - Complie
Page 27 and 28: (ii) Earnings Per Share has been ca
Page 29 and 30: 4.7 The Acquirer, Colfax UK and Exe
Page 31 and 32: S. No. Shareholder Category 2. Part
Page 33 and 34: domain, and the date of the Public
Page 35 and 36: B. FINANCIAL ARRANGEMENTS 5.9 The t
Page 37 and 38: 6.11. In accordance with Regulation
Page 39 and 40: Name & Address of the entities (Reg
Page 41 and 42: transferring the Shares in favour o
Page 43: (c) Interest Payments: For interest
Page 47 and 48: Wing, P.O. Box 11507, Nariman Point
Page 49 and 50: THIS PAGE HAS BEEN LEFT BLANK INTEN
Page 51 and 52: SHARES IN PHYSICAL FORM I / We, acc
Page 53: INSTRUCTIONS 1. In the case of dema

LETTER OF OFFER - Securities and Exchange Board of India

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